Ferrania Facility Payment Sample Clauses

Ferrania Facility Payment. In accordance with Section 1.01(a), Purchaser or Seller, as applicable, upon the earlier of the termination of the X-ray/ Wet Laser Supply Agreement and the time of consumma tion of the sale of the Ferrania Facility, shall deliver to the other the Ferrania Facility Payment, by wire transfer to a bank account designated in writing by Seller or Purchaser, as applicable (such designation to be made at least two business days prior to the relevant date of payment), in U.S. Dollars in immediately available funds.
Sample 1
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Ferrania Facility Payment. Upon termination of the X-ray/Wet Laser Supply Agreement, if Seller has not prior to that date sold or otherwise transferred the Ferrania Facility, Purchaser shall pay to Seller an amount equal to $25,000,000. If Seller sells or otherwise transfers the Ferrania Facility prior to the termination of the X-ray/Wet Laser Supply Agreement then (i) in the event that Seller shall have received from such sale or other transfer less than $25,000,000 in Net Proceeds, Purchaser shall deliver to Seller, at the time of consummation of such sale or other transfer, payment in an amount equal to the difference between $25,000,000 and the Net Proceeds received
Sample 1
Ferrania Facility Payment. Upon termination of the X-ray/Wet Laser Supply Agreement, if Seller has not prior to that date sold or otherwise transferred the Ferrania Facility, Purchaser shall pay to Seller an amount equal to $25,000,000. If Seller sells or otherwise transfers the Ferrania Facility prior to the termination of the X-ray/Wet Laser Supply Agreement then (i) in the event that Seller shall have received from such sale or other transfer less than $25,000,000 in Net Proceeds, Purchaser shall deliver to Seller, at the time of consummation of such sale or other transfer, payment in an amount equal to the difference between $25,000,000 and the Net Proceeds received by Seller and (ii) in the event that Seller shall have received from such sale or other transfer more than $25,000,000 in Net Proceeds, Seller shall deliver to Purchaser, at the time of consummation of such sale or other transfer, payment in an amount equal to 50% of the difference between the Net Proceeds received by Seller and $25,000,000. If Seller sells or otherwise transfers the Ferrania Facility after termination of the X-ray/Wet Laser Supply Agreement but before the fifth anniversary of the Closing and Purchaser shall have made to Seller the $25,000,000 payment referred to in the first sentence of this Section 1.01(b), then (i) in the event that Seller shall have received from such sale or other transfer less than $25,000,000 in Net Proceeds, Seller shall deliver to Purchaser, at the time of consummation of such sale or other transfer, payment in an amount equal to such Net Proceeds and (ii) in the event that Seller shall have received from such sale or other transfer more than $25,000,000 in Net Proceeds, Seller shall deliver to Purchaser, at the time of consummation of such sale or other transfer, payment in an amount equal to the sum of $25,000,000 and 50% of the difference between the Net Proceeds received by Seller and $25,000,000. Any payment required to be made under this
Sample 1

Related to Ferrania Facility Payment

  • Loan Payment Payments of principal, interest, and Late Charges (as defined in the Note) shall be made as provided in the Note.

  • Loan Commitment Disbursement to Borrower Except as expressly and specifically set forth herein, Lender has no obligation or other commitment to loan any funds to Borrower or otherwise make disbursements to Borrower. Borrower hereby waives any right Borrower may have to make any claim to the contrary.

  • Single Disbursement to Borrower Borrower shall receive only one borrowing hereunder in respect of the Loan and any amount borrowed and repaid hereunder in respect of the Loan may not be reborrowed.

  • The Loan Facility (a) On the terms and subject to the conditions hereof, on the Effective Date, and thereafter from time to time prior to the Termination Date, the Borrower may request that the Lenders make loans (each a “Loan”) or that the LC Issuers issue, extend, modify or renew one or more Letters of Credit for the benefit of the Borrower or its designee (an “LC Credit Extension”), in each case, subject to the terms herein. The terms and conditions of the LC Credit Extensions are set forth in Section 2.04. Subject to the terms and conditions set forth herein, each Conduit Lender may in its sole discretion, and each Committed Lender shall, only if each Conduit Lender in its Lender Group elects not to (and has notified the Borrower, the Servicer, the Administrative Agent and the related Facility Agent) or there is no Conduit Lender in a Lender Group, make such Lender Group’s share of the Loans to the Borrower in an amount, for each Lender Group, equal to its Lender Group Percentage of the amount requested by the Borrower pursuant to Section 2.02; provided that no Lender shall make any such Loan if:

  • Disbursement of Loan Proceeds (a) The State shall disburse Federal Funds earmarked for the Loan to the Borrower in accordance with the terms hereof. Before each and every disbursement of the proceeds of the Loan by the State to the Borrower, the Borrower shall in accordance with the procedures set forth in the Regulations submit to the State a requisition executed by an Authorized Officer of the Borrower.

  • Overdraft Facility In the event that the Custodian is directed by Proper Instructions to make any payment or transfer of funds on behalf of the Fund for which there would be, at the close of business on the date of such payment or transfer, insufficient funds held by the Custodian on behalf of the Fund, the Custodian may, in its sole discretion, provide an overdraft (an "Overdraft") to the Fund in an amount sufficient to allow the completion of such payment. Any Overdraft provided hereunder: (a) shall be payable on the next business day, unless otherwise agreed by the Fund and the Custodian; and (b) shall accrue interest from the date of the Overdraft to the date of payment in full by the Fund at a rate agreed upon in writing, from time to time, by the Custodian and the Fund. The purpose of such Overdrafts is to temporarily finance extraordinary or emergency expenses not reasonably foreseeable by the Fund. The Custodian shall promptly notify the Fund in writing ("Overdraft Notice") of any Overdraft by facsimile transmission or in such other manner as the Fund and the Custodian may agree in writing. The Custodian shall have a right of set-off against all Assets (except for Assets held in a segregated margin account or otherwise pledged in connection with options or futures contracts held for the benefit of the Fund and for Assets allocated to any other Overdraft or loan made hereunder); provided, however, the Custodian shall promptly notify the Fund in writing of any intent to exercise a right of set-off against Assets hereunder and shall not exercise any such right of set-off against Assets hereunder unless and until the Fund has failed to pay (within ten (10) days after the Fund's receipt of such notice of intent to exercise a right of set-off), any Overdraft, together with all accrued interest thereon. Notwithstanding the provisions of any applicable law, including, without limitation, the Uniform Commercial Code, the only rights or remedies which the Custodian is entitled to with respect to Overdrafts is the right of set-off granted herein.

  • Single Premium Credit Life Insurance None of the proceeds of the Mortgage Loan were used to finance single-premium credit life insurance policies;

  • Loan Facility Upon a request by the Borrower pursuant to Section 2.02, and on the terms and subject to the conditions hereinafter set forth, the Lenders shall, ratably in accordance with their respective Commitments, severally and not jointly, make Loans to the Borrower from time to time during the period from the Closing Date to the Termination Date. Under no circumstances shall any Lender be obligated to make any such Loan if, after giving effect to such Loan:

  • Agreement to Repay Letter of Credit Drawings (a) The Borrower agrees to reimburse each Issuing Lender, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the Borrower, an “Unpaid Drawing”), by making payment in Dollars (in the case of all Dollar Denominated Letters of Credit), Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than one Business Day following receipt by the Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 1:00 P.M. (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower therefor at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 1:00 P.M. (New York time) on the third Business Day following notice to the Borrower by the Administrative Agent or the respective Issuing Lender of such payment or disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account Party) at a rate per annum which shall be (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans in each case maintained as Base Rate Loans, as in effect from time to time plus 2% and (y) in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each such case, with interest to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above in this clause (a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Issuing Lender shall give the Borrower prompt notice of each Drawing under any Letter of Credit, provided that the failure to give, or any delay in giving, any such notice shall in no way affect, impair or diminish the Borrower’s obligations under this Agreement.

  • Conditions Precedent to All Advances and Letters of Credit The Lender’s obligation to make each Advance or to cause the issuance of a Letter of Credit shall be subject to the further conditions precedent that:

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